2020 Cloud Content

Terms of Use and Service (the “Agreement”)

These terms govern your use of 20-20 Technologies Inc.’s (“2020”, “we” “our” or “us”) Content in the Cloud (“CiC”) Platform, our websites or services offered therein (collectively, “Services”). By using the Services directly on our website or indirectly through our representatives or otherwise, you agree to the following terms and conditions.

1. HOW THIS AGREEMENT AND SERVICES WORK.
1.1. Eligibility. You may only use the Services if you are (a) over 18 years old and (b) allowed by law to enter into a binding contract. If you are accepting this Agreement on behalf of your employer, a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
1.2. Privacy. The governs any personal information you provide to us. By using the Services, you agree to the terms of the Privacy Policy.
1.3. Availability. Pages describing the Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that Content available via the Services is legal in your country. We may block access to certain Services (or certain service features or Content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages.
1.4. Modification. We may modify, update, or discontinue the Services (including any of their portions or features) or any Content at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before making major changes to the functionalities provided under the Services. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.
1.5. Precedence. If you have entered into another agreement with us concerning the Services or access to Content, then the terms of this agreement controls where it conflicts with terms of any other agreement between us.
1.6. Additional Terms. Our Software is subject to separate terms and conditions.

2. APPLICABLE DEFINITIONS.
“2020 Content” means images, graphic files, associated data and text files (including names and trademarks) and interactive features resulting from the use of Software, Authoring Tools or as otherwise made available to Content Consumers.
“2020 Generic Content” means un-branded images, graphic files, associated data and text files and interactive features made available to Content Consumers by 2020.
“Account” means a 2020 cloud account which enables access to various services, including the CiC Platform.
“Authoring Tools” means the authoring tools made available on the CiC Platform to create 2020 Content.
“Content” means, collectively, Initial Content, 2020 Generic Content and 2020 Content.
“Content Author” means a Person who creates 2020 Content from Initial Content through the use of the Authoring Tools.
“Content Consumer” means a 2020 Content user or downloader.
“Content Publisher” means a Person distributing or otherwise making available 2020 Content to Content Consumers through the Services.
“CiC Platform” means the web platform which enables the creation and distribution of 2020 Content to Content Consumers.
“Initial Content” means the images, graphic files, associated data and text files (including names and trademarks) Uploaded to the CiC Platform or otherwise provided to 2020 for the purpose of creating 2020 Content.
“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.
“Person” means a physical or a legal person other than 2020 or its affiliates.
“Retire” means the action of rendering 2020 Content inaccessible to Content Consumers on the CiC Platform.
“Retired Content” means 2020 Content which is no longer made available to Content Consumers through the CiC Platform.
“Software” means 2020 software products (e.g. 2020 Ideal Spaces, 2020 Design, 2020 Fusion, 2020 Cap, 2020 Giza, 2020 Worksheet or any future 2020 software) or software products of its partners which are licensed by 2020.
“Upload” means your action of uploading Initial Content or 2020 Content on to our CiC Platform.
“User” means any user of the Services, including Content Authors, Content Publishers and Content Consumers.

3. OWNERSHIP OF CONTENT.
2020 do not claim any ownership right on the Content you decide to Upload to our CiC Platform or make available to 2020. However, you represent and warrant to 2020 that you have the necessary rights to Upload Content to our CiC Platform and to grant 2020 the license rights described below. Further, by publishing 2020 Content, you are responsible for the accuracy of such 2020 Content and the information associated with the 2020 Content and for making sure that such Content is current and updated.

4. LICENSES TO YOUR CONTENT IN ORDER TO OPERATE THE SERVICES.
We require certain licenses from you to the Content you Upload or create in order to operate and enable the Services. When you Upload Content to the CiC Platform or create 2020 Content using the CiC Platform, you grant 2020 a non-exclusive, perpetual, worldwide, fully-paid, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate such Content for the purpose of providing and improving the Services and the CiC Platform. Unless otherwise specified, Initial Content will not be publicly available.

5. SHARING YOUR CONTENT.
The Services may provide features that allow you to share Content with other Users. For example, Content Publishers will be able to share Content with other Content Publishers or with Content Authors. The Users you give access to your Content may use, copy, modify, or re-share your Content in many ways and may continue to use such Content even after you Retire such Content. Please consider carefully what and to whom you choose to share as you are entirely responsible for the Content that you share or make available to other Users. 2020 do not have an obligation to monitor or control what others do with your Content. You are responsible for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content. For certain Services, if you do not choose the access level which apply to your Content, the most permissive setting will be used by default.

6. RETIRED CONTENT.
You may Retire your 2020 Content and thereby no longer make such Content available to third parties. However, you understand and agree, that 2020 may retain (but not display, distribute or make available to Users), copies of your Content that have been removed or deleted. The Retiring of Content does not affect the previous downloads and use of the Content by other Users (e.g. previously developed Content).

7. CONTENT STORAGE.
The Services enable you to store your 2020 Content directly on the CiC Platform. If, as a Content Publisher, you decide to Retire your 2020 Content from the CiC Platform, you will continue to have access to such Content (as Content Publisher) for additional period of one year. After such period, the Retired Content will no longer be available on the CiC Platform and we will have no obligation to continue to store such Content. If you wish to keep your Retired 2020 Content or wish to be able to access such 2020 Content after the one-year period, you must contact [email protected] and request that a copy of your 2020 Content be sent to you. Certain fees may apply. Similarly, if you discontinue your Services or your Services are terminated for any reason, your 2020 Content will no longer be available on the CiC Platform after one year of the Service termination date. In such case, subject to your compliance with your payment obligations, you may request a copy of your 2020 Content within the one-year period. 2020 has no obligation with respect to the storage of Initial Content that you Upload to the CiC Platform. It is your responsibility to ensure that your Initial Content is properly backed-up within your systems.

8. 2020 CONTENT USE.
The CiC Platform will make available 2020 Content to Content Consumers. Content Publishers may have the option to determine which Content Consumers will have access to their 2020 Content. Indeed, depending on the geographical location of the Content Consumer and other factors, a Content Consumer may not have access to all of the 2020 Content available on the CiC Platform at any given time. As a Content Consumer, you may use 2020 Content made available to you on the CiC Platform only if you accept the terms and conditions of this Agreement and have a 2020 Account. Content Consumer should note that 2020 Content may be modified by permitted Users without prior notice to Content Consumers.

9. LIMITED USE OF 2020 CONTENT.
2020 Content is made available to Content Consumers through a non-exclusive license for the limited use exclusively through Software or Services. The following restrictions apply with respect to 2020 Content made available to Content Consumers:
9.1. You may not sell any 2020 Content to any third party;
9.2. You may only use 2020 Content as permitted through the Services or the Software;
9.3. You may not share or distribute 2020 Content to any third party unless such sharing or distribution is permitted through the Services or the functionalities offered through our Software; and
9.4. You agree not to alter any part of the 2020 Content unless such alteration is enabled through the Services or our Software.

10. TERMINATION OF CONTENT CONSUMER RIGHTS.
At any time, 2020 can terminate the license rights to the 2020 Content granted to a Content Consumer. 2020 can also modify the information associated with the 2020 Content (e.g. availability, specifications, pricing, etc.). Note that your other rights with respect to any Software are not affected by such termination and are governed by the applicable agreements.

11. ANALYTICS.
2020 may collect certain information regarding how our Services and Content are used. This information will be used to improve our services and products and to further understand market and industry trends. Depending on User type and the services you adhere to, you may have access to certain analytical data, including anonymous and/or aggregate analytical data. All such data will be the exclusive property of 2020. If we grant you access to such data, you should treat such data as confidential information belonging to 2020. Prior to making any public disclosures or disclosing such data to a third party, you should obtain our written consent, which we may withhold at our sole discretion.

12. 2020 INTELLECTUAL PROPERTY AND 2020 INDEMNIFICATION.
With the exception of Content owned by a third party, 2020 remains the sole owner of all rights, title, and interest in the Services, the CiC Platform, the data generated through the use of the Services or any associated Software. We reserve all rights not specifically granted under this Agreement or any other agreement between us. 2020 will defend or, at its option, settle, any claim or action brought against a User to the extent that it is based on a claim that the Services (excluding any Initial Content or any directly resulting 2020 Content) infringes or otherwise violates any intellectual property right of any third person and will indemnify, defend and hold the User harmless from any and all claims, losses, damages and reasonable costs (including reasonable attorney fees) incurred by the User as a result of such claim or action, provided that the User shall notify 2020 promptly in writing of same, and provided further that the User permits 2020 to assume control of the litigation and to defend, compromise or settle the claim and provide all available information and reasonable assistance and authority, at 2020’s cost, to enable 2020 to do so.

13. BETA VERSION.
We may designate certain Services as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product or service and may contain bugs that may cause system or other failure and data loss. We may also choose not to commercially release the Pre-release Version or service.

14. EDUCATION VERSION.
If we designate a Service as for use by educational users (“Educational Service”), then you may only use the Educational Service if you meet the eligibility requirements. Please contact us for details in this regard.

15. FEEDBACK.
You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, fully paid, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, translate and publicly perform the Feedback.

16. YOUR ACCOUNT.
You are responsible for all activity that occurs via your Account. You should notify us immediately if you become aware of any unauthorized use of your Account. You may not (a) share your Account information or (b) use another person’s Account to access the Services or the CiC Platform.

17. MISUSE.
You must not misuse the Services that we provide you. For example (and in addition to any other restrictions described elsewhere), you must not:
17.1 copy, modify, host, stream, sublicense, or resell the Services;
17.2 enable or allow others to use the Service using your Account information;
17.3 use the Content to construct any kind of database;
17.4 access or attempt to access the Services by any means other than the interface we provided or authorized;
17.5 circumvent any access or use restrictions put into place to prevent certain uses of the Services;
17.6 share Content or engage in behavior that violates anyone’s Intellectual Property Right;
17.7 upload or share any Content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
17.8 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
17.9 attempt to disable, impair, or destroy the Services;
17.10 disrupt, abuse, interfere with, or inhibit any other user from using the Services;
17.11 engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
17.12 place advertisement of any products or services within the CiC Platform unless otherwise permitted through the Services;
17.13 use any data mining or similar data gathering and extraction methods in connection with the Services;
17.14 use the Services or the Content to compete with us in any way whatsoever; or
17.15 violate applicable law.

18. FEES AND PAYMENT.
18.1. Fees. The applicable subscription fees for the Services and will be automatically applied to a valid credit card or other automated payment method as proposed within the CiC Platform. If, for any reason, a payment is not processed, you will be advised of such failure and you will have ten (10) days to complete the payment and fully comply with your payment obligations. Failure to comply within such delay will lead to a suspension of your Services without any further notice. Once the Services are suspended, you will need to first comply with your payment obligations before being able to access the Services again.
18.2. Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
18.3. Credit Card Information. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

19. YOUR WARRANTIES AND INDEMNIFICATION OBLIGATIONS.
19.1. Warranty for Uploads. By Uploading Content, you agree that you have: (a) all necessary licenses, permissions and rights to use and share Content with us and our Users and (b) the rights necessary to grant the licenses in this Agreement.
19.2. Warranty for Use. By using the Content made available through the Services, you agree to respect the limited license granted herein and the other restrictions imposed on the use of the Content.
19.3. Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, shareholders and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Content or the misuse of the Content by you, your use of the Services, or your violation of these terms.

20. DISCLAIMERS OF WARRANTIES.
20.1. The Services and Content are provided “AS IS”. To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content or the Services. We further disclaim any warranty that (a) the Services or Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Content will be effective, accurate, or reliable; (c) the quality of the Services or Content will meet your expectations; (d) any error or defect in the Services or Content will be corrected; or that (e) any specific Content will be available.
20.2. We specifically disclaim any liability for any actions resulting from your use of any Services or Content. You may use and access the Services and Content at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Content.

21. LIMITATION OF LIABILITY.
21.1. We are not liable to you or anyone else for: (a) any loss of use, data, goodwill, savings or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages, based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or arising from any other claim arising out of or in connection with your use of or access to the Services. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
21.2. Our total liability in any matter arising out of or related to this Agreement is limited to CDN $100 or the aggregate amount that you paid for access to the Service during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount.
21.3. The limitations and exclusions in this section apply to the maximum extent permitted by law.

22. TERMINATION.
22.1. Termination by You. You may stop using the Services at any time but there will be no reimbursement of any amount already paid to 2020. Termination of your Account does not relieve you of any obligation to pay any outstanding fees. The termination of your Services will not deactivate your Account which will be kept for additional minimum period of one year. After the one-year period, you may be required to create a new account.
22.2. Termination by Us. If we terminate this Agreement for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provided to us with instructions on how to retrieve your Content, if any. We may terminate this Agreement (and your access to the Services) with you if:
22.2.1 you breach any provision of this Agreement (or act in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement) and do not remedy such situation within ten (10) days of notice to this effect;
22.2.2 you fail to make the timely payment of fees for the Services as per section 18.1; or
22.2.3 we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful). We will make reasonable efforts to notify in advance, if possible.

23. SURVIVAL.
Upon termination for whatever reason of this Agreement, all rights and obligations of the Parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination.

24. DISPUTE RESOLUTION.
For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you agree to resolve any claims relating to this Agreement, the Services, or the Content exclusively through the courts located in the judicial district of Montréal (Québec, Canada) and you further agree and expressly consent to the exercise of personal jurisdiction in Montréal (Québec, Canada) in connection with any such dispute or claim. Dispute resolution and court proceedings will be conducted in in English medium. The laws of the Province of Québec, excluding its conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement or the Service.

25. INJUNCTIVE RELIEF.
Notwithstanding the foregoing, in the event of your unauthorized access to or use of the Services or Content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

26. MISCELLANEOUS.
26.1. English Version. The English version of this Agreement will be the version used when interpreting or construing these terms.
26.2. Notice to 2020. You should send notices to us at the following address: 2020-400 Armand-Frappier Blvd., Laval (Québec), H7V 4B4 Canada, Attention: General Counsel.
26.3. Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
26.4. Non-Assignment. You may not assign or otherwise transfer this Agreement or your rights and obligations under this Agreement, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under this Agreement to a third party.
26.5. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
26.6. No Waiver. Our failure to enforce or exercise any of this Agreement is not a waiver of that section.